Principal agreement reached with certain bondholders regarding terms and conditions of the notes
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR IN OR INTO ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
Cabonline Group Holding AB (publ) (the "Company") and a group of the larger noteholders, who have been in discussions with the Company over recent weeks, representing over 60 per cent. of the adjusted nominal amount (the "Relevant Noteholders") under the Company's senior secured floating rate notes with ISIN SE0013409398 (the "Notes") have reached a principal agreement in relation to certain amendments and waivers of the terms and conditions of the Notes and the Company intends to shortly give instructions to Nordic Trustee & Agency AB (publ) (the "Agent") to issue a notice of written procedure to formally give effect to such waivers and amendments.
The amendments and waivers (the "Amendments and Waivers") discussed and agreed with the Relevant Noteholders are in summary:
- to waive the leverage maintenance covenant for the test dates occurring during the period commencing on 30 June 2020 and ending on 30 September 2021 and to amend the ratios for the test dates occurring thereafter to 7.00:1 for 31 December 2021, 6.75:1 for 31 March 2022, 6.50:1 for 30 June 2022, 6.25:1 for 30 September 2022 and 6.00:1 for 31 December 2022;
- to introduce a monthly maintenance liquidity test based on the average liquidity position of the group (including cash and available commitments under the super senior revolving credit facilities agreement) during the month which shall not be less than SEK 125,000,000, and such covenant to be tested at the end of each month until and including September 2021 and reported within ten business days following the last day of the relevant calendar month (each a "Liquidity Maintenance Covenant Test Date");
- to increase the interest rate payable in relation to the Notes with 1.00 per cent. per annum, provided that such increased interest accrued during the period when the liquidity covenant referred to above is tested shall be in the form of PIK interest; and
- to provide flexibility in order to be able to restructure certain Finnish parts of the group.
The Amendments and Waivers shall be conditional upon the main shareholder of Cabonline, H.I.G. Capital (or its relevant affiliate), ("Shareholder Lender") entering into a commitment of SEK 140,000,000 which may be utilised by the Company and made available by way of loans to the Company (the margin (including any fees or similar) for such financing shall not exceed 5.00 per cent. per annum and no commitment fee or similar shall be payable). Such commitment will have an availability period expiring on the first business day falling after the final Liquidity Maintenance Covenant Test Date, and if any loans thereunder are disbursed they will be in the minimum amount of SEK 25,000,000 and have a maturity date occurring simultaneously with the maturity for the Notes. The Company shall be allowed to, before the relevant Liquidity Maintenance Covenant Test Date, cure any breach of the liquidity covenant by utilising such loans (in which case the amount received will be deemed to have been available liquidity during the full calendar month). The loans shall rank pari passu with the Notes and shall be permitted to share in the transaction security granted for the Notes. In case of a breach of the liquidity covenant referred to above, the Company shall have a right to draw down (and, if the Company does not, the security agent shall have a right to on behalf of the Company draw down) any remaining amount under such commitment and the funds will be deposited in a bank account of the Company, either to remain in such bank account or to be used by the Company to satisfy its payment obligations in the ordinary course of business (for the avoidance of doubt, excluding non-ordinary course purposes such as discretionary investments, for example acquisitions).
The Amendments and Waivers are further conditional upon that the Company will pay a consent fee of 0.50 per cent of the nominal amount of the Notes to the noteholders registered as such on the relevant record date based on their pro rata holding of Notes.
Having received the support of noteholders representing over 60 per cent of the adjusted nominal amount, the Company will instruct the Agent to, in accordance with the terms of conditions of the Notes, issue a formal notice for a written procedure approving the Amendments and Waivers by no later than 3 July 2020.
In the event that the Company is able to formally obtain the Amendments and Waivers through the written procedure, the Company will continue to provide vital services to its public, business and private customers, and rides to its drivers throughout the Nordics. The Company remains confident that it can rebound swiftly from this temporary exogenous global pandemic and that net leverage will return to previous levels and below.
The Company has engaged Pareto Securities AS as its financial advisor in relation to the Amendments and Waivers and thus queries in relation thereto shall be channelled via Pareto Securities AS and/or the management.
We would like to take this opportunity to thank the Relevant Noteholders for their work over recent weeks to arrive at this solution to the challenges stemming from Covid-19 faced by Company.Incurrence of debt under the facility to be provided by the Shareholder Lender will require the consent of Pareto Bank ASA (as super senior lender).
This information is information that Cabonline Group Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16:00 CET on July 2, 2020.
For further information, please contact:
Peter Viinapuu, CEO, tel. +46 76 641 10 06
Anneli Lindblom, CFO, tel. +46 76 593 84 00
Lisa Karlsen, Pareto Securities, tel +47 41 10 44 66
About Cabonline Group
Cabonline Group is a leading technology and service provider for the taxi industry in the Nordics. In Sweden, Finland, Norway and Denmark, around 3,000 transporters are connected with approximately 5,700 vehicles under different brands, including TaxiKurir, Norgestaxi, TOPCAB, Kovanen, Taxi Skåne, Taxi Väst, Umeå Taxi, Sverigetaxi and Taxi 4x27. Through Cabonline Group, the transporters get attractive customer agreements, industry-leading technology as well as access to large scale advantages and infrastructure. Cabonline Group has a turnover of approximately 6.5 billion SEK and performs over 45,000 journeys every day. For more information please visit www.cabonlinegroup.com.